Waiver of Piggyback Registration Rights
Exhibit 6
The undersigned, Eaturna LLC (the “Holder”), is the holder of 923,873 shares of common
stock (the “Shares”) of Grill Concepts, Inc. (the “Company”). The Shares were
originally issued to Starwood Hotels and Resorts Worldwide, Inc. (“Starwood”) and were
subject of an Investor Rights Agreement (the “Investor Rights Agreement”) between the
Company and Starwood, dated July 27, 2001. The Holder acquired the Shares from Starwood in March
2007 and, in connection with the acquisition of the Shares, acquired all of Starwood’s rights under
the Investor Rights Agreement.
The Company intends to enter into Subscription Agreements (the “Subscription
Agreements”) with several investors (the “Investors”), pursuant to which such Investors
will purchase up to approximately $14 million in Company common stock and related warrants. The
Subscription Agreements and related Registration Rights Agreement (the “Registration Rights
Agreement”) provide that the Company will cause the securities purchased under the Subscription
Agreement to be registered under the Securities Act of 1933, as amended, through the filing of one
or more registration statement(s) with the Securities and Exchange Commission (such filing(s), the
“Registration Statement(s)”).
Pursuant to Section 3(b) of the Investor Rights Agreement, the Holder would have the right to
request that the Shares be included in such Registration Statement(s). The Holder acknowledges
that the proposed transaction will enhance the value of the Shares and that the Holder is executing
this waiver as a material inducement for the Investors to enter into the proposed transaction.
The Holder hereby waives its right to have any of the Shares included in such Registration
Statement(s) when filed. The Holder agrees and acknowledges that it has no other right or
claim to have notice of the transactions contemplated by the Subscription Agreements and the
Registration Rights Agreement (or with respect to the registration of securities related to such
transaction) and that it has no other rights or claims to have its securities registered in
connection with such transactions.
The Holder waives no other rights that it has under the Investor Rights Agreement.
| EATURNA LLC |
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| By: | /s/ Xxxxxx Xxxx | |||
| Name: | Xxxxxx Xxxx | |||
| Title: | Chairman | |||